Common use of Indemnification by Provention Clause in Contracts

Indemnification by Provention. Provention hereby agrees to defend, indemnify and hold harmless MacroGenics and its Affiliates, and each of their respective directors, officers, employees, agents and representatives (each, a “MacroGenics Indemnitee”) from and against any and all claims, suits, actions, demands, liabilities, expenses and/or losses, including reasonable legal expenses and attorneys’ fees (collectively, the “Losses”), to which any MacroGenics Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party (each, a “Claim”), to the extent such Losses arise directly or indirectly out of: (a) the practice by Provention Group of any license granted to it under this Agreement; (b) the Exploitation of any Compound or Product by Provention Group; (c) the breach by Provention of this Agreement; or (d) the negligence, illegal conduct or willful act or omission of Provention Group, or any officer, director, employee, agent or representative thereof; except, with respect to each of clauses (a) through (d) above, to the extent such Losses arise directly or indirectly from the negligence, illegal conduct or willful act or omission of any MacroGenics Indemnitee or the breach by MacroGenics of this Agreement.

Indemnification by Provention. Provention hereby agrees to save, defend, indemnify and hold harmless MacroGenics and Vactech, its Affiliates, its and each of their respective officers, directors, officersagents, employees, agents successors and representatives assigns (each, a the “MacroGenics IndemniteeVactech Indemnitees”) from and against any and all claimslosses, suits, actions, demandsdamages, liabilities, expenses and/or lossesand costs, including reasonable and documented legal expenses expense and attorneys’ fees (collectively, the “Losses”), to which any MacroGenics Vactech Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party (each, a “Claim”) to the extent such Losses arise out of or relate to (a) the gross negligence or willful misconduct of any Provention Indemnitee (defined below), (b) the breach by Provention of any warranty, representation, covenant or agreement made by Provention in this Agreement, or (c) the development, manufacture, use, sale, offer for sale or other disposition by or on behalf of Provention or any of its Related Parties of any Product; except, (i) in each case, to the extent such Losses arise directly result from the gross negligence or indirectly out of: (a) the practice by Provention Group willful misconduct of any license granted to it under this Agreement; (b) the Exploitation of any Compound or Product by Provention Group; (c) the breach by Provention of this Agreement; or (d) the negligence, illegal conduct or willful act or omission of Provention Group, or any officer, director, employee, agent or representative thereof; except, with respect to each of clauses (a) through (d) above, to the extent such Losses arise directly or indirectly from the negligence, illegal conduct or willful act or omission of any MacroGenics Vactech Indemnitee or the breach by MacroGenics Vactech of any warranty, representation, covenant or agreement made by Vactech in this AgreementAgreement and (ii) any Claim for which Vactech is obligated to indemnify Provention under Section 10.2.